UMCA co-founder John Marino's December letter to UMCA members

December 23, 2007

Dear UMCA Member,

I would like your help. Contained in this email are three items. The top item is my Dec. 19th letter to the President of the UMCA, self explanatory. The next item is the President's response to me. And finally, at the end, is a copy of Article 12 of the UMCA Bylaws.

Ever since delving into the Board election complaints, I hired an attorney who specializes in Non-Profit Law for counciling and advice only. I do not plan on pursuing any legal measures against the Board because that would be like suing the membership (you). I would not do that. I was disheartened to discover that in 2003, the Board asked for donations to cover almost $18,000 in their legal fees on another matter with a UMCA member. I would not want that to be repeated.

Non-profits are supposed to be democratic organizations. By dictate, they should be controlled by the members, and not by private individuals or a group of private individuals. Disputes and differences of opinion should be sorted out from within, by the members. Failure to take a role in our affairs could lead to a cancellation of the non-profit status by the US government, a lawsuit from any member, alienation of members one by one (as is currently the case) and an eventual irrelevance in the cycling community, or a combination of all of the above.

After studying the affairs of the UMCA for the past 5-6 months, along with the definite improprieties of the last Board of Director's election, I have concluded that our UMCA management is seriously flawed. This is difficult to determine by reading Ultra Cycling Magazine or the web site, your two windows into the UMCA. The problem is deep seated and only discovered by digging, (reading the fine print, and interviewing and corresponding with past and present members, almost like an investigative reporter). I will be sharing with you all of my concerns in a future correspondence. It's important that you know that I have reached a crossroads with the Board, where I have two options. (A) Ignore what I know and walk away, resign, or just tune out. Watch the future unfold, knowing that what is going on in our UMCA government will bring about it's eventual destruction. (B) Go to the members for support, with the hopes that power in numbers will cause positive changes and correct the problems. I chose option B.

Right now, I need help in this area: if you have any expertise in non-profits or law, or have easy access to experts, read Article 12 of the Bylaws and evaluate my complaint, per my Dec. 19th letter. My personal attorney assured me that we need a 20% quorum, or must obtain at least 20% of the member's votes, in order to validate an election. Our President does not agree. Based on past inaction to my concerns, I doubt that our Board will be addressing this matter. What do you think?

I welcome your input. You can surely communicate with the Board. Maybe your participation in these matters will influence the Board to become more democratic.

Lastly, some members have formed a Blog and have addressed all of their UMCA concerns. Please read this. We are a young non-profit and we don't want to be ripped apart from within. We must follow the laws of our country, and our Bylaws, to the letter of the law, just like following the rules of our cycling competitions. I believe the UMCA as an organization must value integrity above all other personal aspirations of our individual members. www.ultracycling-us.blogspot.com

In a second conversation with my attorney, I have confirmed that the 20% quorum needed to conduct a valid Board of Director's election is an absolute fact, per the UMCA Bylaws. In other words, the UMCA cannot hold an election and claim it to be valid if too few members participate in the election.

John Hughes reported to me in a personal letter that the UMCA obtained 245 votes in the most recent election, then 100 and 150 in the other two elections. I presume the UMCA has had three elections since going non profit.

I am conducting a formal inquiry into this violation. My attorney assured me that the UMCA must cooperate and provide me with the number of members in the UMCA at the time of those three elections. This is a matter of public record. At this time, I don't need the actual mailing lists for verification, only the number of paid UMCA members will suffice for now. Since I am not sure when you held these elections, please check the records and provide this information to me. Please note, I need the entire "paying" membership number, which includes life members and regular members, not the number of members who signed the special waiver promising not to sue the UMCA.

Please let me know when I will be receiving this information. If you have any questions, please contact me.

As a lay person relating to law, I don't agree with your attorney's interpretation of the language alluding to quorum in our Bylaws. However, since I am a layperson, I'll need time to assure I'm on firm legal ground by consulting our attorney for a professional opinion.

Prior to contacting our attorney, I'm going to review this with the Board. Legal expenses are becoming a serious issue and threaten to endanger our ability to support the programs and services our members expect from the organization. If we are going to be following the road of litigation, I must have the full knowledge and support of the elected officers.

If that support of the Board is forthcoming, I'll then engage our attorney for an opinion. Until I receive that opinion I won't be providing a date, as you've requested, for election related documents.

Article 12 (Note: for Sections 1 and 2, go to the Ultra Cycling web site. Click on Site Index, then scroll down to Bylaws)

Section 3: Quorum for Meetings

A quorum shall consist of 20% of the voting members of the corporation.

Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 4. Majority Action As Membership ActionEvery act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater number.

Section 5. Voting RightsEach member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot.

Section 6. Action by Written BallotExcept as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, any action which may be taken at any meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

1. set forth the proposed action;2 provide an opportunity to specify approval or disapproval of each proposal;3. indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and4. shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these Bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting arthorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.